SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Date of report (Date of earliest event reported) December 11, 2013

 

 

NANOVIRICIDES, INC.
(Exact Name of Registrant as Specified in Its Charter)

 

 

Nevada 000-1379006 76-0674577
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
   

135 Wood Street, Suite 205

West Haven, Connecticut

 06516
(Address of Principal Executive Offices) (Zip Code)

 

 

(203) 937-6137
(Registrant's Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

(a) On December 9, 2013, NanoViricides, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Meeting”). Of the 49,841,075 shares of common stock entitled to vote at the Meeting, 41,548,899 shares of common stock were present in person or by proxy and entitled to vote and 2,857,000 shares of Series A Convertible Preferred Stock were present in person or by proxy and entitled to vote, representing approximately 89% of the Company’s outstanding voting capital stock.

 

(b) At the Meeting, the Company’s stockholders: (i) re-elected Eugene Seymour, as director of Class II for a two-year term expiring at the 2015 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal; (ii) voted, on an advisory basis, on the compensation of the Company’s named executive officers; (iii) voted, on an advisory basis, on a three year frequency to approve the compensation of the Company’s named executive officers; (iv) ratified the appointment of Li & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2014. Each proposal is described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on October 22, 2013.

 

The voting results for each proposal are set forth below:

 

Proposal 1 – To re-elect Eugene Seymour as director of Class II for a two-year term expiring at the 2015 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal:

 

Votes For Votes Against Votes Withheld

Broker

Non-Votes

44,255,977 

 0 281,490 22,738,718

 

Proposal 2 – Advisory vote on the compensation of the Company’s named executive officers:

 

Votes For Votes Against Votes Abstained

Broker

Non-Votes

44,086,009 

 229,312 207,860 22,738,718

 

Proposal 3 – Advisory vote on a three year frequency to approve the compensation of the Company’s named executive officers:

 

Votes For Votes Against Votes Abstained

Broker

Non-Votes

41,319,754 

 3,063,582 154,131 0

 

Proposal 4- To ratify the appointment of Li & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013:

 

Votes For Votes Against Votes Abstained

Broker

Non-Votes

52,339,707 

 330,249 563,497 0

 

 
 

 

Item 7.01Regulation FD Disclosure.

 

On December 10, 2013, the Company issued a press release announcing the results of its 2013 Annual Meeting of Stockholders. 

 

Item 9.01Financial Statement and Exhibits.

 

Exhibit Number   Description
     
99.1   Press Release, dated December 10, 2013.

  

 

 

SIGNATURES

 

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

 

 

  NANOVIRICIDES, INC.  
       
       
Date: December 13, 2013 By:  /s/ Eugene Seymour, MD  
 

Name: Eugene Seymour

Title: Chief Executive Officer

  

 

 

 

 

 
 

INDEX OF EXHIBITS

 

Exhibit Number   Description
99.1   Press Release, dated December 10, 2013.